A Fate Worse Than Death
by Baxter Caldwell
Summary: Ah yes, what if Gwen Stacy had survived that fall on that fateful night. The general assumption is that she would have gone on to live some modicum of a regular, happy life. But, as a wise man once said, "there are fates worse than death." (Oneshot set in it's own AU with aspects drawn from several different sources.)


"HA HA HA! Have fun with your little girlfriend now Spider-Man!" The green clad figure riding the glider cackled as he flew off into the night. Not that Peter was even processing that information. How could he, when Gwen Stacy's body lay limp in his arms? The friend who had stood by him the longest, who was always there to cheer him up after Flash's daily bullying sessions, who he'd known and cared for even longer than Harry, was now dead.

_And it was all his fault._

It wasn't the cackling maniac who broke her spine; whose half baked rescue attempt caused this. Peter could still feel the webline that caused this as he shook Gwen in some frantic attempt to get her to open her eyes and tell him that she was alright.

The webline that _he_ had sent out.

The underside of his mask grew wet with the tears that fell from his eyes. His thoughts were an incoherent mess by this point. A thousand "should haves," and about a million "could haves" pelted his conscious in rapid succession. How he should have spent more time with her when she was alive. How he should have told her he was Spider-Man to convince her to be more careful. How he should have at least told her that he didn't feel _that_ way about her, if only so Gwen would have had just a little bit less unfinished business to leave behind.

But now it was too late. Even through his sobs he could hear the approach of the police officers from the other side of the bridge. He knew that despite all his superpowers, no amount of genetically altered spider DNA could fix his mistake tonight. Knowing that there was nothing left for him to do here, he shot a webline to the top of the bridge and began to swing away from the scene.

* * *

The grace with which Peter usually snuck into his apartment was nowhere to be found this night. He practically stumbled through the window from wall crawling, and soon enough found himself face first on the floor. His tears continued to stain the carpet he had landed on, creating an ugly wet splotch on the already unappealing design. After laying there for who knew how long, he brought himself to stand with shaking legs.

That was when the first vase flew and the shouting began.

He didn't care whether the neighbors would hear him and make noise complaints. He didn't care whether his tantrum would have the landlord knocking on his door to kick him out the next morning. All he cared about was getting some kind of catharsis. Something to fill the gaping void of failure he felt right now. Picture frames flew off of meager desks, papers were tossed into the open air, holes were left punched in the drywall, and Peter even threw in some weblines to spice things up to some degree. On a whim, he tossed out some webbing to bring his cellphone to him so that he could smash it against the wall. That was, until he felt it begin to vibrate in his hand.

The vibrating managed to snap Peter out of his rage. For the first time since he started his rampage throughout the department, he paused to fully take in what he was doing. He allowed himself a moment of shame before the phone buzzed again, bringing his attention to the device he clutched in his hand. He was practically gripping the poor thing in his hand with enough force to shatter it, but through the web-like cracks forming on the screen he was able to make out the caller ID.

_HELEN STACY_

For a second Peter debated leaving it to voicemail, but something, perhaps guilt, forced him to clear his throat and answer the phone. "H-hello?" He managed to croak out while he was attempting to hold back his sobs.

The panicked voice on the other end of the line made no such attempts, as Helen Stacy was crying into the phone. "P-Peter? Gwen-" another round of sobbing cut Ms. Stacy off. "...something happened."

Trying to act as though he hadn't seen it with his own eyes, Peter asked for clarification. "Is Gwen...okay?" And all he could think of was how she wasn't, and how it was all his fault-

Ms. Stacy cut off his inner ramblings. "She...the Green Goblin took her and...a-and she's in the hospital…"

This brought Peter to pause. "H-hospital?" He asked incredulously. '_But wasn't she…_' "Which hospital?!" He practically shouted into the phone.

"C-Columbia University Medical Center" Gwen's Mom said.

"I'm on my way!" Peter exclaimed, already having been halfway out the window with civilian clothes in hand.

* * *

The last few months had been quite the roller coaster for Peter. After their altercation on the bridge. Peter had dedicated an unhealthy amount of time to finally taking down the Green Goblin, and the effort clearly paid off from the headline he was reading on his phone's news app. "_GREEN GOBLIN REVEALED TO BE NORMAN OSBORN FOLLOWING FATAL FIGHT WITH SPIDER-MAN" _Peter cringed every time he read it on the way to his internship at Octavius Industries. In spite of all that the Goblin had done, Peter didn't mean to kill him during their fight that night. No, in an ironic twist of fate, the Goblin's own glider had done him in; pinning his body to the wall of the abandoned church like a perverted pin the tail on the donkey game.

Authorities had to fight tooth and nail against Oscorp's lawyers to reveal the Goblin's identity to the public. A fight that Peter was all too familiar with given that the person spearheading the effort to keep Norman's legacy intact was Peter's friend Harry Osborn. Another facet of the past few months that made Peter wince. It was clear that something was _off_ with Harry ever since his father had died. Grief for the first month even was supposed to be common, but Harry had been growing more aggressive, reckless, and antisocial following the death of his only parent. Despite how negligent the man had been, Peter supposed that Harry still considered him family. It'd been a full week since Harry had stopped returning Peter's calls and started having his butler turn away Peter away at the door to his penthouse. The young man couldn't help but feel that his friend would only get worse from here. Although it wasn't as though failing a close friend was an alien concept to Peter.

'_Gwen…_' Peter couldn't help but think of his other best friend at that moment. Against all odds, Gwen had survived the sudden stop of Peter's botched rescue attempt. But not without a cost.

Peter would never forget how Gwen and her mother cried at the revelation that she was paralyzed from the waist down, and that even the motor control of her arms had been compromised by the injury. Nor would he forget the countless days that he spent at Gwen's bedside, noting her constantly shaking arms and how she could never stand up again. Nor would he forget how it was _all his fault_.

But as the bus stopped in front of the building that housed the small set of labs that made up Octavius Industries, Peter had to push those thoughts to the back of his mind. It would be unfair to Dr. Octavius to come into work distracted today. Octavius industries, in spite of its name was a rather small scale operation consisting so far of only himself and Dr. Octavius. Not that it was the worst thing in the world. Both Peter and the good doctor had practically genius level intellects, and their latest endeavor was a testament to that.

For the longest time, Dr. Octavius had been obsessed with the idea of improving prosthetics to the point where they were indistinguishable from real limbs. Of course, since neither Dr. Octavius nor Peter had missing limbs, they decided to design a prototype harness with four different tentacle-like limbs to test their schematics. The harness itself was a feat of engineering that could only have been thought up by the combined efforts of both Octavius and Peter, but it wasn't the harness that they were currently having issues with.

Peter had initially been brought on by Octavius to design and code the neural interface that was integral to controlling the prosthetics. The young man had indeed made progress during his time there, but his efforts had unfortunately stalled out. Peter, for the life of him, could not figure out how to get the neural interface to properly connect with the external prosthetics. With the harness more or less complete by now, it fell to Peter to get his end of the project working properly. That was why he couldn't be distracted by his personal life, at least not while he was on the clock for Octavius.

In fact, as Peter entered the building and walked down the hallway that led to the main lab of Octavius Industries, he saw the man himself standing outside the door to the lab. "Peter! Great to see you!" the doctor then took the younger man's hand into his own and shook it vigorously.

Now, Octavius was quite the eccentric. That was part of the reason that only Peter seemed to be able to put up with him, but even this was out of character for the man. So much so that Peter felt he had to draw attention to it. "Hey Dr. Octavius, what's with you?"

"Oh, I just have another surprise for you Peter. And I think you'll like this one a lot." Another one of Octavius' quirks was that every time a major breakthrough was made and Peter wasn't there to see it, the doctor _had_ to make it into a "surprise." Octavius then turned to walk through the door and into the lab. "You see, I felt we needed a few more helping hands around here…"

Peter entered the lab and once again took everything in. The wall to his right separated the main lab from Dr. Octavius' personal lab, against the wall to his left was a brain activity monitor for when they moved on to testing the neural interface, and in front of him there was a TV (for background noise) and two workstations for both himself and Octavius respectively with mechanical gadgets, parts, and gizmos strewn about.

At least, there should have been only two.

Instead, there was a third workstation situated in front of Peter as well. This one was remarkably clean and part-free, a sign of just how new it was compared to everything else in the lab. But that wasn't what caught Peter's attention.

No, it was the girl in front of the workstation in a wheelchair that was what took Peter's breath away.

"Hi Peter." Gwen brought a shaky hand up to wave at him, and then lightly giggled at seeing Peter's slack jawed response.

Dr. Octavius seemed pleased at the reaction that his little surprise goaded out of Peter. "She was discharged yesterday, when you had called out sick." He explained. "After your glowing praises of her intellect, I thought she'd make a fine addition to our motley little crew here." He said with a smile on his face.

Gwen herself offered her own explanation. "The doctor said that I should probably start getting out there. Said that it would help me to have activities to take my mind off of...everything." She clearly struggled to find the right word to sum up her ordeal. "Then Dr. Octavius got a hold of me and well…" Gwen then brought her shoulders up in a shrugging motion.

Peter was still processing seeing his friend here. Despite the hospital doctor's assurances that Gwen would at least not be bed bound from her injuries it was difficult for Peter not to imagine that she would wind up that way regardless. Dr. Octavius could see this, and took the awkward pause as his cue to leave. "I'll let you two talk it out. I'll be in my lab if you need anything." The comforting hand he put on Peter's shoulder practically cemented that this move was just as much about "needing an extra hand" as it was about lifting Peter's own spirits. As the door to Octavius' personal lab shut, the two friends were left to the awkward silence.

"Gwen...I…" Peter, generally a quick witted person, was at a loss for words at seeing his friend outside the confines of a hospital room. The only thing he could think to do to convey his feelings right now was to bolt up to his friend and hug her.

"Easy there Pete." Gwen said as she wrapped her own arms around Peter. "Gotta keep watch of my back here. No more chiropractor visits I'm afraid."

"It's just…" Peter had to hold back the tears of joy that were forming in his eyes. "I'm so happy to see you here."

"Happy to be here Peter. I'd say I needed to stretch out my legs, but well…" Gwen exaggeratedly pointed both of her hands down to her unresponsive legs. It was then that Peter noticed that her arms were still shaking. Not knowing how to broach the subject, Peter just sort of uncomfortably stared at his friend's shaking limbs. Gwen, of course, noticed this and let out a sigh. "Don't worry about it Peter. The doctor said I'd get better with time and the shaking would settle down eventually." She said unprompted before putting a shaking hand up to Peter's shoulder. "Pete, I'll be fine." Peter nodded at this as if to affirm his acceptance of that fact. "Now come on, I'm sure Dr. Octavius doesn't want us wasting too much time talking to each other. Let's get to work." Gwen then brought both her hands down to her chair in order to wheel it towards her brand new workstation, leaving Peter to walk to his. "Oh, and Pete…" Gwen's voice halted Peter in his tracks. "About the kiss…"

Peter grimaced to himself. In the excitement of the past few months, Peter had forgotten about the last moment that he and Gwen had shared before the Goblin kidnapped her. How Gwen had brought her lips to his as they sat in his apartment watching a movie, and how Peter, as much as he wanted to say that the crush Gwen had had on him since they were kids was requited, he couldn't. "Gwen, I-"

"No Peter." Gwen interrupted any excuses that he could give. "I've had a lot of time to think about things these past few months." She let out a short huff of breath before continuing. "You don't have to say that you don't feel the same way. I could kind of pick it up."

"Gwen…" Peter started. "...I'm sorry."

Gwen, to her credit, seemed to take it in stride. "Peter, it's not your fault. I can't control how you feel. I'll get over it and move on." She said with an accepting smile. "So…" she brought a shaky hand up to rub the back of her neck and looked away from Peter. "...still friends?"

Peter responded with a soft smile of his own. "Best friends."

* * *

Months had passed, and some things just felt like they would never change.

"_In major news today, the Daily Bugle offices were attacked by yet another one of these so called, "supervillains." This one appeared to fashion himself off of the late Norman Osborn's "Green Goblin" persona, which has New York's residents calling him, "The Hobgoblin." Eyewitness testimony indicates that he was using materials thought to be confiscated from Oscorp in the wake of Norman Osborn's death with the goal of "avenging" the disgraced CEO. Thankfully Spider-Man was there to..."_

Peter tuned the rest of the report out. After all, he had a front row seat to the whole confrontation, and didn't need to be reminded of the maniac who thought that _Norman Osborn_ of all people was worth "avenging." He was just about to turn back to his workstation in Dr. Octavius' lab and leave the TV on for background noise when a voice interrupted his thoughts.

"Turn that damn thing off will you?" Gwen barked from her workstation.

Peter winced, but complied to his friend's demand and changed the channel to some boring talk show. '_Way to go, idiot. If _you _are taking this roughly, imagine how Gwen's feeling_.' He thought to himself as he took a quick, guilt ridden glance at his wheelchair-bound friend. Even with her back turned to him, he could see how her shaking hands were affecting her work. No matter how many months had passed since "the incident" as Peter had taken to calling it, Gwen's arms refused to stop their random bouts of jittering. No one had outright acknowledged it yet, but Peter couldn't help but notice how Dr. Octavius had been giving Gwen more and more minor work in their projects, not wanting to risk her unsteady hands compromising the materials. Even now, she was struggling to type on her keyboard to document their latest progress with the neurologically controlled prosthetics. As Peter turned back to his own work on programming the neural interface, he heard a yell of frustration and the smashing of a keyboard on the ground.

He jolted his head back towards Gwen to see that her keyboard lay in pieces on the ground next to her, while her shaking arms cradled her head. He ran up behind her to put a hand on her shoulder. "Gwen?" he asked in an attempt to prompt her to tell him what was wrong, even though he already had an inclination.

"It's hopeless!" She shouted as she looked up to face Peter. "Look at this Peter." Gwen held up her shaking hands to emphasize what she was talking about. "I can't even fucking TYPE without it being a goddman hassle!"

"Gwen…" Peter began before he was cut off by a shaky arm knocking his hand off her shoulder. With a finesse that she had acquired over the past few months spent wheelchair bound, Gwen brought her hands down to the chair to turn it to face her friend.

"Don't you _dare_ tell me that this will be FINE Peter!" She yelled at him. Peter couldn't help but be stunned by how angry his friend was. It wasn't inexplicable given what she had been through, hell what she was _still_ going through, but it was still shocking to see Gwen be so pessimistic about any scenario.

Both Peter and Gwen sat there in an uncomfortable silence; Gwen having said her piece, and Peter not truly knowing how to respond. Well, there was _one _thing he felt like saying, but that would involve revealing his secret identity to Gwen. '_Doesn't she deserve to know though?_' He began to think to himself. '_After all you've put her through, the least you could do is give her the whole truth._' Peter took a minute to mull over this reasoning before opening his mouth to break the silence. "Gwen...I have to-"

"Peter! Gwen! Come here!" Dr. Octavius shouted from his personal lab, interrupting Peter's confession. Torn between being thankful at the older man and wanting to beat his lights out, the younger man just let out an exasperated sigh. He turned to his friend to see that her shaking was at least slightly more under control, but felt the need to open his big mouth anyway. "Want some help?" He asked, before withering under the glare that Gwen threw his way in response.

"I'll be fine Peter." She said as she began to wheel herself to the doorway that lead to Octavius' personal lab.

Taking a second to smack his forehead at how badly he handled situations like these, Peter followed his friend to see whatever it was that the doctor thought so important.

The good doctor's beaming face standing right next to a large cloth that covered some object on the table next to him did nothing to help Peter's exasperation right now. "What is it Dr. Octavius?" He tried to ask as nicely as possible, but failed to keep all of the venom out of his voice.

"Well, I couldn't help but hear you twos' eh, argument out there." Everyone felt uncomfortable at this revelation; Peter and Gwen wincing while Octavius brought a hand to awkwardly rub the back of his neck. "So I thought that it was high time to reveal what my er, personal project has been this past month." He took a moment to pat whatever was underneath the cloth. "Gwen, if you'd be so kind as to stick your right hand underneath the cloth."

Just as confused as Peter was about the doctor's secrecy, Gwen couldn't help but raise an eyebrow at Octavius' suggestion. The pure, if nervous, joy on the Doctor's face was enough to win her over in the end, and she wheeled herself over into position and brought a relatively steady hand underneath the covering.

Peter grew even more curious as to what was going on when he saw that Gwen's eyes bugged out in shock when she felt what was underneath. Dr. Octavius then brought his own hands underneath the cloth in what Peter assumed was an attempt to guide Gwen's hand where it needed to be. "Now hold it there Miss Stacy." the doctor said before bringing his hands back out. He now appeared to be holding a collar attached to a wire of some sort that lead to whatever the cloth covered. The collar itself looked almost like a choker with a bright yellow LED light attached to the back. Octavius brought the collar to Gwen's neck and secured it tight. He then backed away and grabbed a remote that had been laying on the table. "And…" he paused to emphasize him pressing a button on the remote. "...Presto."

A series of quick metal clanks and the sound of something powering up could be heard from underneath the cloth. Peter could see the light on the back of the collar begin to glow with a yellow hue, and was just about to ask what was going on when Gwen tore her right arm out from the covering. Peter paused, his mouth gaping open in shock at what he was witnessing.

Gwen's right arm now had what looked to be a black mechanical brace hugging it tightly. The brace was covered in lines of dull yellow lights that seemed to indicate that the brace was being powered by something. Even her fingers were covered in a minimalistic criss cross of metallic bands and straps, so much so that it looked like her right arm had an exoskeleton of some sort. But most surprising was the fact that, as Gwen sat there gazing in awe at her right arm, she had _full_ control over it.

For the first time in months, Gwen could move her arm like a normal person could.

"Doc...how…" Peter finally managed to sputter out as he regained control of his jaw.

Octavius let out a laugh before responding. "You, Peter. That's how. I took a look at what you'd accomplished on the neural interface for the full prosthetics and found something." The doctor then gestured to the tentacle harness prototype they had been trying to get to work for awhile now, secured to a wall in Dr. Octavius' lab. "While the interface wasn't powerful enough to control entire prosthetic limbs, it _could_ control a smaller device that the user was already more familiar with, like say…"

Peter's eyes widened even further at what Octavius was trying to get at. "...like a brace to control an impaired limb." He looked to Gwen to see her eyes tearing up at the elation she felt right now.

Dr. Octavius took note of this too before continuing. "Sends signals as fast as any neural pathway could. It's as if there's nothing wrong with the limb at all." he said as Gwen took to flexing her fingers. "Now it's still in the prototype phase-"

"Prototype?!" Gwen opened her mouth for the first time since the beginning of the doctor's presentation. "Doc, it works like a charm!"

"Now hold on Miss Stacy, it still requires some more testing." Doctor Octavius stated carefully, not wanting to burst Gwen's bubble completely. "Preferably I would have liked to wait a little bit longer before revealing it to you, but given your circumstances…"

Gwen wasn't even listening to Octavius at this point. She was still gazing adoringly at the brace, half admiring the piece of machinery and half thinking about the possibilities of what it could do. Almost as if to challenge the idea that she couldn't smile any wider than she was now, her grin grew even bigger and she whirled her head around to face the doctor. "Wait, does the limb itself have to still be functioning for the brace to work?" She asked.

Already knowing where this line of thought was going to take them, Dr. Octavius cautiously responded. "Well, no. But-"

He was interrupted as Gwen choked back an elated sob. "Then that means…" She didn't finish her statement, but her gaze turning to look down at her legs was enough to let on what she was thinking.

Peter still stood in awe of what was happening, almost as joyous as Gwen was to see the possibility that she could be out of the wheelchair. But there was this nagging feeling at the back of his mind. Something that just felt..._wrong_ about this. As if the Parker luck was about to kick in at any moment and ruin this too.

* * *

Peter was wrong, in a sense at least. Having seen the utter joy on Gwen's face when the prospect of extending the brace to the rest of her limbs was put on the table, it wasn't hard for Dr. Octavius to be convinced that it should at least be looked into. Of course, with three science whizzes on the case, it wasn't long before the moment of truth arrived. In spite of the road there, seeing the look on Gwen's face when the braces powered on and allowed her to get out of her wheelchair for the first time in months was something that Peter would never forget.

Which was why he couldn't help the sense that something bad was coming. Unfortunately, that feeling wasn't helped by Gwen over the past month since she gained back control of her limbs.

Octavius, and to a lesser extent Peter, were insistent that in spite of the "miracle" they had achieved for Gwen, more testing needed to be done to take stock of any and all effects that the neural interface could have on a person. Gwen capitulated at first, only using the braces when it was deemed "absolutely necessary." But soon enough Gwen was asking to keep them on to be able to consistently help Peter and Dr. Octavius. After that, it was only a short while before the first thing she did when she came into the lab on any given day was hook herself up to the braces, regardless of what Peter and Octavius recommended for her. Sure, her boss and friend _could_ have stopped her, but the look of despair Gwen wore whenever she inevitably had to take the braces off was a daily event that both men hated to see.

Besides, on the surface it seemed as though Gwen was in higher spirits than she had been in ever since the Green Goblin kidnapped her. The ability to steadily control her arms and freely move around the lab on her legs meant that Gwen could now put her mind to more strenuous tasks than before. As much as Octavius was wary of possible side effects from the braces, he couldn't argue that Gwen's consistent use was speeding up progress of their four armed external prosthetic harness drastically. With funding for the lab on the line if results weren't arriving on their central project, Octavius was willing to lay some of his concerns on the backburner.

Peter however, wasn't so sure.

Having known Gwen since they were kids, it was easy for him to pick up on slight changes in her personality since she had started using the braces. For starters, she was easier to anger than before. Growing up, Gwen was always the calm and collected one between her, Harry, and Peter; less hot-headed than the Osborn heir, but with more of a backbone than Peter had had before the spider bite. Now though, even the slightest delay in her computer loading a document was enough to draw an audible groan and a few hard smacks to the guilty machine. Her sense of humor had returned, but her wit had sharpened to a rather aggressive point. Peter could practically feel his thunder being stolen whenever Gwen voiced some cynical observation or let loose a caustic jab just for the sake of it. She'd even said a few rather callous things about Dr. Octavius to Peter behind the older man's back, something that Peter _knew_ Gwen wouldn't have done before she started using the braces. Peter had taken to legitimately chiding her whenever he felt she went too far, but even that was met with dismissive loud, barking laughter rather than the polite giggles Peter was used to hearing from Gwen.

Peter knew that something was wrong, that something was changing about Gwen. And he only had one explanation for it.

At present though, the man was startled awake from a slumber he didn't even know he was in. He blinked the sleep out of his eyes as he blurily took in his surroundings. Noticing the monitor in front of him, he remembered exactly what he had been doing before exhaustion claimed him.

'_Oh right. Was going over the coding and schematics of the neural interface again last night after patrol._' He thought to himself as he rubbed the sand out of his eyes. Honestly, he was surprised he even had enough energy to get dressed into his lab uniform after what had happened last night. Then again, shock and denial could make a person do a lot of crazy things.

"_Reports indicate that another confrontation between Spider-Man and the Hobgoblin took place over Brooklyn last night. In spite of the goblin's slippery reputation, Spider-Man was able to subdue him after a prolonged fight that resulted in seven civilians injured, and millions in property damage._" Peter heard the reporter talking in the background, and while he wasn't sure exactly how the lab's TV had been turned on, all he could do was sit and wait for the one piece of information he couldn't stand to hear right now. "_While officials are unwilling to comment on the matter, eyewitnesses claim that the identity of the masked villain is none other than the CEO of Oscorp, Harry Osborn._" At this Peter tensed up. That was part of the reason he had come to the lab so late at night to work. To get his mind off the horrifying truth that Harry had taken up the goblin mantle and had been behind the terror attacks these past few months. "_Regardless of their identity, the Hobgoblin has been taken into custody and will hopefully stay behind bars for the foreseeable future_."

"Figures." a voice to Peter's left said with an air of contempt.

Peter turned to find Gwen with TV remote in hand; standing there wearing her lab coat, a pair of jet black goggles on her head, and of course the limb braces. In spite of his groggy state, Peter knew to tread carefully when it came to the subject of the Osborns around Gwen. "What do you mean?" He asked as innocently as he could.

"What do you think I mean Peter?" Gwen responded. "Harry was a creep even when we were kids. Dude had so much money that he had no idea how the real world worked. Of course he'd go off the deep end when _daddy dearest_ bit it. Honestly, I'm surprised they couldn't put together that he was Gobby Jr. earlier-"

"Gwen!" Peter couldn't help but indignantly yell to interrupt her ramblings. "How could yo-" he stumbled over his words he was that shocked at Gwen's behavior. "Harry's our friend! I'm sure it's not as simple as that."

"Correction Petey. _Your_ friend." Gwen spat back at him. She then threw her arm out to gesture towards the footage of the damaged brooklyn streets to emphasize her next point. "From the looks of it, Gobby Jr. knew exactly what his old man was up to; what his _precious father_ did." From the way Gwen's fist clenched, Peter was almost sure that it wasn't just the property damage on the TV she was referencing with that statement. "And he didn't do jack or shit to stop it." Gwen then turned back to fully face the TV as a picture of Harry's face took up the screen. "The way I see it, _Spider-Man _should have beat the brat's face to a bloody pulp."

In spite of how her back was turned to him, the venom with which Gwen emphasized _Spider-Man_ was enough to set Peter's spider-sense off.

Before he could act on this however, a voice interrupted the two's conversation. "Um…" Dr. Octavius awkwardly started from the doorway to his personal lab, having somehow gotten through the main lab and into there without Peter or Gwen noticing. "I hate to interrupt but...would either of you two happen to have moved the harness?"

At this news, Peter whirled to fully face his boss. "I didn't. Oh my god, someone must have stolen the-" Before he could continue on that train of thought, he heard Gwen laughing behind him. A sinking feeling came over Peter as he realized that he wasn't sure just how long Gwen had been in the lab before the TV had woken him up, a feeling only amplified by the sounds of mechanical whirring behind him and the shocked face of Octavius standing in front of him. Peter did a one-eighty to once again face his friend and find that his sinking feeling had been justified.

There Gwen Stacy stood, her lab coat having been shed to reveal a dark green bodysuit. More importantly though, strapped to her midsection was the harness that the three of them had been working on for the past several months with the four mechanical tentacle prosthetics jutting out and fully functioning. The two lower arms then planted themselves into the ground and lifted Gwen up into the air in a show of their abilities. Gwen slowly widened her arms to gesture towards the tentacles. "Impressed?" She rhetorically asked with a cocky smirk strewn on her face.

"H-how did…" Peter started, barely able to form words at the sight in front of him.

"Pretty easily actually." Gwen stated as though it were nothing. "Just needed to ratchet up the juice in the power packs to compensate for the size of the external prosthetics. Hardwiring the harness onto my braces here, and removing the safety on the auxiliary power pack on the harness to allow for both to charge the prosthetics simultaneously did just the trick." Peter was in enough shock that he missed the possessive way in which Gwen referred to the limb braces as "hers."

"Gwen." Dr. Octavius came running up to Peter's side. "Why didn't you wait for us to talk about this before you-"

"Please, Doc." Gwen rudely interrupted as she used the tentacles to move her over to a series of drawers. "You know what they say. "Fortune favors the bold" so I took a little leap of faith here." One of the tentacles went rummaging through the drawers that Gwen situated herself next to before pulling out a bottle of champagne that Octavius was keeping for when the project was completed. "And I'd say…" the tentacle popped the cork off the bottle before Gwen had finished. "...it was a success!"

In spite of his friend's optimism, Peter couldn't help but be horrified at what Gwen had done. "Gwen. We don't know the full effects of the neural interface. We don't even know if it's safe to use with the limb braces, much less how it could affect you when controlling something as large as...as that!" Peter couldn't help but jerk his arms out to gesture to the harness and tentacles.

Gwen's smile suddenly fell as she took in her friend's concern. "Oh come on Pete." She then moved herself over to his desk, where the readings keeping track of Gwen's brain activity whenever she had the harness on were still on display from Peter's late night work binge. "Look at this, there's absolutely nothing wrong here, so drop it." She said, though the way she emphasized it made it seem more like a demand than anything else.

Peter would admit that Gwen almost had him there. If not for something that he took notice of when Gwen zoomed out to view a larger time frame of brain activity at once. There was something wrong with the way it looked. There was a uniformity to the activity that shouldn't have been there; almost as though a pattern were being repeated over and over again. It was then that Peter realized what had probably been his biggest mistake these past several months.

He'd let Gwen self-report all of her brain activity.

"Gwen." Peter steeled himself for what was bound to be a nasty confrontation with his friend. "I want to see the raw activity readings."

This caught Gwen off guard, and it didn't take Peter's superhuman senses to notice the way in which she tensed up at his request like her hand had been caught in the cookie jar. "C-come on Peter. I reported them to you. They're right here!" She gestured to the data on display at Peter's work station.

Peter turned to the lab's brain activity monitor, hoping against all hope that Gwen was telling the truth. "Than the raw back-ups in the monitor should match up perfectly with the data." His quick trek to the monitor was cut off suddenly by a tentacle slamming into the ground in front of him.

"Anomalies Peter!" Gwen angrily yelled at him. "They were just faulty readings that I had to cover up."

"If they were just _faulty readings_, then why would you need to cover them up?" Peter asked skeptically.

"Because of this!" Her voice grew even angrier and she gestured to both him and an increasingly agitated Dr. Octavius. "Because you two would have used any excuse to take my braces away from me!"

"_Your_ braces?" Octavius asked incredulously. "Miss Stacy, those are just lab prototypes that you're wearing…"

But all of Gwen's attention was still on Peter. "First my Dad, then my ability to walk…" Tears began to form in Gwen's eyes. "...now you're going to take this away from me too?!" Dr. Ocatvius may have been left confused at Gwen's accusation, but Peter wasn't stupid. He could see just exactly what Gwen was getting at with her assertion.

But denial makes people do crazy things.

"What are you talking about?" Peter said, trying to force himself to believe that Gwen was still in the dark about everything. "Gwen, look at this." Peter gently motioned to the tentacle staked into the ground next to him, and the two upper tentacles that had reared back into an animalistic defensive position above Gwen's head. "Something's clearly wrong here Gwen. Can't you see that?" He then stepped forward to take Gwen's left hand. "We're almost on the cusp of a breakthrough here Gwen. We can see that. We just need more time to…" Peter paused to choose his next words carefully. "...work out the kinks."

At this, Gwen seemed to still. "You're...you're right Peter." The tentacles then moved to lower her to the ground. "I-I just…"

Peter then wrapped his arms around his friend. "I know Gwen, I know."

Always the master of awkward timing, Octavius then strode up to the two and lay a supportive hand on Gwen's shoulder. "Don't worry Miss Stacy. We'll have properly functioning braces in no time. I can assure you of that."

* * *

It took forever for Gwen to convince Peter and Dr. Octavius that she just wanted to stay behind at the lab to make sure she had wrapped up her work for the day. Really, they made it so obvious that they thought the moment they turned their backs to her she'd strap herself back into the braces and harness. It honestly annoyed her to no end.

However, as she flexed her fingers to make sure that the braces were still functioning properly, she couldn't help but find it funny how justified their fears were.

Not as justified as her motivations though.

She grimaced once again at the headline that splashed across her phone's web browser. "_HARRY OSBORN RELEASED ON BAIL._" Even her tentacles seemed to rear up in disgust at the thought that Harry was out on bail after everything that he did; after everything he _didn't_ do. And if Spider-Man was too much of a coward to put him in his proper place, there was only one thing left for Gwen to do. With that, she put on her goggles and used the tentacles to climb out through the lab's skylight.

* * *

There they stood, in some sort of dark reflection of the tragedy that had occurred not a few months ago. Not even the worst of Peter's nightmares could have prepared him for seeing the manic grin on Gwen's face as one of her tentacle arms held Harry over the edge of the George Washington Bridge. Peter couldn't see past the dark lenses of the goggles she wore to protect her eyes from the rain, but he could tell from her body language that all of her attention was focused on sadistically savoring how Harry squirmed in fear.

"Miss Stacy!" He called out from his position on one of the bridge's steel cables, hoping to get her attention off of their once mutual friend while making his pleading seem as impersonal as possible. It did the trick, and the girl's grin subsided into a hardened grimace as she swung her head to look at Peter.

"Let me guess…" she started as she tightened one of the tentacles around Harry, making it even harder for him to breathe. "...you're here to take _this_ away from me too?"

"Miss Stacy, it's not his fault." Peter pleaded, stepping just a bit closer to her.

"NOT HIS FAULT?!" Gwen roared in anger. "He KNEW! He KNEW what his Dad was doing! And what did he do to stop it?" She yelled while shaking Harry for emphasis. "He. Did. _Nothing_." She snarled out between clenched teeth.

"Gwen…" Peter started, dropping all pretense of trying to be impersonal in an attempt to appeal to the good person he knew had to still be there. "...it's not as simple as that." Despite his emotional pleading Gwen's only response was a barking, cynical laughter. It rung in Peter's ears, and he couldn't help but note how dark and aggressive it was compared to the softer laughter that he had been used to from her.

Once the laughter subsided, Gwen sneered at Peter. "It never is _as simple as that_ with you, is it Peter."

That one sentence caused Peter's world to still for a moment. His eyes widened, and his mouth stilled as his usual quick wit had practically been disabled by the accusation and the weight that it carried with it. "You...knew?" He managed to sputter out.

"Of course I _knew_ Peter. You think I actually bought all those excuses you cooked up? After the fifteenth time you came to class, bruised and gashed from a fucking _bike messenger_ it starts to get suspicious you know." She started moving her real arms for emphasis. "How you were the _only_ person who could get a good photo of Spider-Man. How _every_ time some big crime was happening, Peter Parker disappeared just before _Spider-Man_ showed up in his place." Gwen let her head hang as she darkly chuckled for a moment, only to bring it back up to face Peter. "What kind of an _idiot_ do you take me for?"

Peter could only stand there, wide eyed and slack jawed as he continued to process the revelation. "H-how long?" He stuttered out.

"Since before the accident." Gwen responded matter-of-factly. "It was the only reason I was willing to forgive Spider-Man. After all, he was just a mask. A persona that Peter would put on to keep those around him safe. And the Peter I knew would have given it his all to have saved me. To have saved my father." She then clenched her teeth again, as if this next part was hard for even her to say. "But now I see that Parker's the _real _mask." Gwen's tentacles moved to lift her body even further away from the ground, and got into a position that seemed ready to attack at a moment's notice. "A mask to give an alibi to a SPINELESS hero, who can't be bothered to do what needs to be done!" The tentacle holding Harry tightened even harder around him, and shot out to hang him even further off of the bridge.

The threat to his friend snapped Peter out of his stupor. "Don't do it Gwen! This isn't you!" Peter clenched his fists, preparing himself for whatever was to come. "I know this isn't you…"

Gwen seemed to still at this for a moment. Her eyes were still hidden underneath the black lenses of her goggles, but Peter could tell from the way she stiffened that his words had impacted her at least somewhat. Peter allowed himself a glimmer of hope, that maybe, just maybe, he had appealed to his friend underneath the mechanical monstrosity she had turned herself into. All of that was dashed however, when she began to grimace and spat out between clenched teeth, "The Gwen Stacy you knew died when you broke her spine." With that, the tentacle holding Harry hostage unfurled, allowing him to plummet towards the river below.

Peter let out a frantic, "No!" as he dove after his best friend. His leap barely managed to get him out of the way as one of Gwen's tentacles slammed into the cable where he once stood. The world seemed to move in slow motion as he tried to reach Harry. The situation was horrifyingly similar to the one before.

A good friend, falling towards the water.

Peter, diving after them to try and save someone close to him.

And worst of all, an unrepentant villain standing above them, who would stop at nothing to see Peter suffer.

But Peter steeled himself as he felt the wind whipping by his face. No matter what, he would _not_ let history repeat itself. He turned to see that both him and Harry had fallen past the bottom of the bridge by this point, so with a quick press in his right palm Peter flung his right arm out to shoot a string of web to connect to the underside of the bridge. Simultaneously, he used his left arm to shoot several strings of webbing to all the points of Harry's body that he could reach in the span of a few seconds. As he felt the tension of the web connecting him to the bridge begin to increase, Peter grabbed onto the webs holding Harry and prayed that this time, it would work. The web connecting Peter to the bridge grew taut, slinging both Peter and Harry into a swing underneath the bridge. Using the web to transfer the momentum of the fall into a large web swing, Peter brought himself and Harry up over the opposite side of the bridge from where Gwen had initially dropped the Osborn heir. The swing flung a practically cocooned Harry above Peter's head as the webslinger flipped onto the bridge. Gravity once more took hold of Harry, but Peter was there this time to catch his friend in a bridal style grasp. The traffic that had occupied the bridge up until this point came to a screeching halt at the sight of Spider-Man swinging in front of them, but Peter could hardly care less. Even as people were starting to get out of their cars to gawk at him, Peter was frantically pulling the webbing away from Harry; not wanting to take a chance that he could have been injured in any way. As some of the webbing fell away from his friend's face, Peter was rewarded for his efforts by a shocked gasp.

"Harry! Harry are you okay?" Peter hurriedly asked his friend. There was a short pause as Harry sat there, processing everything that had just happened.

"H-holy shit Pete." was all that Harry got out before passing out in Peter's arms. Peter let out a sigh of relief at that, taking his friend's look of pure shock as a sign that at least he wasn't dead. What little reprieve he had however, was cut off by his spider-sense blaring at him to dodge out of the way. Not one to question his sixth sense, Peter took Harry's unconscious form and rolled out of the way just in time to avoid four metal tentacles colliding with the ground hard enough to leave cracks.

It was utter chaos. If the sudden appearance of Spider-Man didn't scare off the bystanders, the arrival of Gwen and her tentacle arms sure did. Cars continued to pile up as the traffic on the bridge stopped to avoid the incoming super-powered fight. For Gwen, it was perfect ammunition to lob at Peter.

One of Gwen's tentacle arms reach out to grab the door off of a sedan to her right that had long been abandoned by its fleeing owner. With a grunt of exertion she flung it at Peter who, due to having to deal with an unconscious Harry Osborn in his arms, barely had enough time to sidestep out of the way. '_I have to get Harry to safety_.' he thought to himself as he sidestepped another door flung at him. He used the next few dodges to situate himself behind an armored truck that was reinforced enough that Gwen's tentacles shouldn't have been able to rip any parts of it off to use against him. Peter took advantage of this assumed cover and made a bolt for the exit of the bridge. Fortunately, his spider-sense could make up for whenever Peter fell victim to tunnel vision, and it was the only reason Peter was able to pull off an acrobatic back-flip that was just high enough to not clip the truck as the entire thing sailed through the air to hit him and Harry. The vehicle instead collided with an eighteen wheeler carrying who knew how much gasoline. Thankfully, the larger vehicle didn't explode.

Not so thankfully, the force of the collision shifted the eighteen wheeler so that it blocked Peter's easy escape route.

Peter stopped for a second to formulate a new plan, but that second was all Gwen needed to come up from behind and smash him right in the back with one of her tentacles. The impact sent Harry's form flying from Peter's grasp and colliding with the ground a few yards away. Peter himself was sent sprawling to the ground face down, and possibly would have stayed there had he not been driven to action by the sound of Gwen's tentacles carrying her over him and towards the defenseless body of his friend. Just as one of her tentacles made to grab Harry again, Peter brought his left hand up to stick a webline to the tentacle in order to hold it back. Before Gwen could respond properly, Peter brought his right hand up to sling a webline up to a higher point on the bridge's structure and used the tension in the webline to pull both himself and Gwen away from Harry.

As the two flew through the air thanks to the springy force of the weblines, Peter let go and put both hands on the webline holding Gwen. In spite of her struggles against it, the web held strong and Peter was able to start swinging the girl through the air in a hammer throw. Once he had built up enough force, he let go and let Gwen collide with one of the bridge's beams. Her tentacles reacted quickly, clamping down into the metal and giving Gwen purchase. But Peter's webs were faster, and before she could collect herself Peter collided with her in a high speed drop kick, forcing her back into the beam.

Not that Gwen was entirely defenseless. One of the upper tentacles was sent out to punch Peter, and the impact sent him flying further down the beam. He collected himself just in time to see that both of the upper tentacles reared back to attack, but once again Peter was faster and sent weblines out to both of the tentacles to create a slingshot to pull him back up to deliver a kick straight to Gwen's chin. Peter could hear plastic and glass shattering as Gwen's goggles were kicked straight off of her face. As he went sailing over her however, Gwen regained her composure and sent a tentacle out to grab his ankle.

The machine's vice-like grip proved inescapable, and Peter was repeatedly slammed into the beam of the bridge like a ragdoll. After about the 12th slam, the tentacle stopped and Peter was left hanging upside down. He attempted to send out another webline to tear himself from Gwen's grasp, only for another tentacle to take the opportunity to latch onto Peter's right wrist to turn him right side up. The constant, uncontrolled flipping sent even Peter's superhuman senses out of whack and forced him to pause just long enough that the tentacle that had let go of Peter's ankle could now embed itself into his shoulder

All Peter could focus on was on the white hot pain that burst through him as the end of the tentacle's claw speared his shoulder. His eyes involuntarily closed and he let out a roar of pain as he felt bones crack, muscles tear, and blood begin to flow down the front of his body. Forcing his eyes to reopen, he found Gwen had positioned herself right in his face. This was the first time that he had managed to get a good look at it since her goggles had broken off, and he could see that the rage and pure anger that had radiated off the rest of her had reached her eyes as well. The busted lip, bloodied cuts, and developing black eye she bore only added to the impression that this was a twisted shell of what Gwen Stacy used to be.

"If you _really_ want to save the world, _Peter_…" She practically spat his name in his face. "...you have to be able to make the hardest choices."

This wasn't the Gwen he knew. The girl who couldn't help but laugh at his dumb jokes, or who would hug him when he so much as had a slight pout on his face, or who would work alongside him for sleepless nights in Dr. Octavius' lab. The girl who had been his friend for as long as he could remember.

He took a moment to acknowledge whatever higher being there may be for two things, to thank them for the superhuman endurance that allowed him to maintain control over his arm in spite of the claw speared through it, and to ask for forgiveness for what he was about to do.

"I couldn't…" He readied his fingers over the button on his left palm. "...agree…" He tensed his arms in preparation for his last ditch effort to win the fight. "...more!" Before Gwen could even form a properly confused expression on her face, Peter threw his left arm up to fling some webbing into her face. The girl instinctively focused all of her attention on getting the gunk out of her eyes, allowing Peter to quickly wrap his right arm around Gwen's neck and grab onto the neural interface controlling the tentacles and prosthetics. With a yell, he simultaneously tore the chip out of its socket and crushed it with what remaining strength he could muster, ensuring that Gwen couldn't reinsert it.

Gwen managed to unblind herself just in time to see the tentacles holding her in place and the prosthetics that allowed her to to freely move her arms and legs powering down without the chip. "No!" She cried out as her rage turned to horror. "NO!" The tentacles began to go slack without her control, and soon enough the weight of all the metal ripped the tentacles from their positions on the bridge. With the sickening sound of metal rending apart, Gwen was in a scream filled freefall.

Of course, with the claw of one tentacle still stuck in Peter's shoulder, he was dragged right along with her.

Thinking on his feet, Peter braced his legs against as much of the tentacle as he could and pushed with all his might. A sickening, squelching pop could be heard as the claw came out of his shoulder. As he propelled himself away from Gwen, he realized that while he was likely to survive a fall from this height, Gwen wasn't. And despite all that she had done and said that night, Peter couldn't bring himself to let that happen. Another midair flip brought Peter's arms to face Gwen, and he proceeded to tether himself to his falling friend with a pair of web strings which allowed him to pull himself in until he was holding onto her like he did all those months ago when he first went web-slinging with her. The impact sent another round of blinding pain through his left shoulder, but the fast approaching surface of the bridge was enough to jolt Peter out of it to firmly grasp Gwen and reach to send out another web string.

The sound of the empty web-shooter misfiring over and over had Peter wondering just how much the world hated him.

Gwen was still screaming and Peter had little time to think about what he would do now. He couldn't swing away, but he couldn't just abandon Gwen either. All he could do as the ground quickly approached them, was rotate their falling forms so that he absorbed most of the impa-

_CRUNCH_

Peter and Gwen smashed into the top of a pickup truck, knocking the wind out of Peter as he was flung into another vehicle. There was ringing in his ears, his left shoulder hurt like hell, every muscle ached, and he felt like he was about to vomit up everything but his stomach lining. In spite of all of this, Peter forced himself to stand and take in his situation. He had to prop himself up with an arm placed on the car he'd been flung into, but in spite of all of that he couldn't help the first thing that came to his mind. "Gwen?" He managed to get out in between wheezing breaths. The girl lay face up on top of the pickup they had smashed into; all eight of her artificial and natural limbs splayed out in an unresponsive heap. Her lack of a response immediately frightened Peter. '_No…_' He thought to himself, horrified at the implications. '_She can't be…_'

"Ooooooh…." A pained moan followed by a fit of weak coughing soon came from the prone body of Peter's friend. By now her right eye had swelled into a bruised and purple squint, but her left eye was free to weakly flutter open and take in her surroundings. In spite of everything that had happened tonight, Peter couldn't help but feel relieved that Gwen was still alive. At least now he could take a breather to-

_BOOM_

Peter's spider-sense only barely warned him about the explosion from the far side of the bridge. He looked to see that the oil tanker with the armored truck on top of it, the one that Peter was oh-so-thankful didn't explode earlier, decided to play Chekov's gun and blow up now. The truck on top of it was thrust high into the sky. Peter would have been slightly ashamed to admit that, with the bridge mostly devoid of people and having so many injuries that his injuries probably had injuries, he was willing to let the truck just smash back down to Earth and write it off as unfortunate collateral damage. At least, that would have been the case if not for the flight path that the truck was on, and the inevitable spot it would land in.

Right on a defenseless Gwen Stacy.

* * *

'_This is it._' was all that Gwen could think as the car flew in her direction. '_This is how I die._' For as powerful as the cybernetic tentacles and prosthetics made her, her body was still that of an average human being, and the truck hurtling at her through the air would flatten her without a second thought. With the neural interface detached, Gwen couldn't even bring her arms up in a pathetic attempt to block the car. All she could do was close her eyes and pray that it would be quick.

_CRASH_

The sound of metal colliding with something surrounded Gwen, as she had expected. What was unexpected though, was that it didn't feel like it had collided with _her_. Her eyes snapped open to see what had happened, and the sight that greeted her was probably the last thing she expected.

There, before her very eyes, Peter stood having caught the truck with his bare hands mere moments before it would have hit Gwen. He was obviously struggling to hold it up with his injuries, but managed to maneuver it safely back onto the ground where it would no longer be an issue. The flashing lights and blaring sirens of approaching police cars grabbed Peter's attention, and he made to run towards the side of the bridge to crawl underneath it and evade the coming officers when a cough drew his attention to where his former friend lay on the ground.

"Why…" She managed to croak out in between coughing fits brought on by her injuries. "Why did you save him…" She then glanced over to the still unconscious Harry laying on the other side of the bridge before weakly turning her head back to face Peter. "Why did you save me? After-" Another round of coughing racked her body. "-all of...this?"

Peter paused for a bit, knowing that this was likely the last quiet moment he would ever have with her. He knew that his next words would have to be careful. After some consideration, he looked Gwen straight in the eyes. "Because the Gwen Stacy and Harry Osborn I knew...they're still worth saving."

And with that, Peter disappeared over the side of the bridge.

All Gwen could do was lay there and process what had happened as the police officers approached her with their guns raised. The sincerity with which Peter had spoken those words. He didn't say them as some sort of moral platitude, nor as some last ditch effort to emotionally appeal to her. He said them because to him, they were the truth.

And that's probably what hurt the most.

* * *

**A/N:**

**Wrote up this little ditty when I should have been working on college apps, but I felt I needed some time to dedicate purely to myself. I've been on a Spider-Man kick recently, and the concept of a villainous Gwen Stacy just wouldn't leave my head. I mean, it could very well be argued that the whole reason for killing her off in the comics in the first place was that she was too perfect of a character. So I thought, _'Why not make her an antagonist. That oughtta make her interesting.'_ and the result was this. Now I'm well aware of the fact that I took several cues from both the PS4 game and the Raimi movies, so if you see something that feels like a blatant copy paste of a scene from one of those, more likely than not I unoriginally lifted from it.**

**I originally thought this up as only a single arc within a wider retelling of the Spider-Man mythos (which would have mainly been sourced from the Raimi movies and cursory glances at stuff like Spectacular Spider-Man, the PS4 game, whatever Spider-Man fanfiction I've read, and wiki articles covering the comics) but then I woke up and realized that with my already awful time management and filled schedule that was practically a pipe dream. At the moment at least. I am curious as to what people think of my take on this concept, and whether they would like to see my attempt at retelling the Spider-Man mythos with my own outsider spin on it.**


End file.
